Distribution Agreement (Pro-Distributor)

by Practical Law Commercial Transactions

A Standard Document for a non-exclusive distribution agreement between a product manufacturer or producer (supplier) and a distributor, drafted in the distributor's favor. This Standard Document establishes the framework for the sale and resale of products within a defined territory. It outlines the key obligations of both the supplier and the distributor, including provisions for marketing support, product regulatory compliance, inventory management, and after-sales services. The agreement details the terms of sale, covering the entire order process from forecasting and purchase orders to shipment, delivery, and product acceptance. It also addresses critical legal and commercial terms such as pricing, payment, product warranties and recalls, and the grant of a trademark license. The agreement includes robust, pro-distributor clauses for indemnification, limitation of liability, and insurance, providing a strong starting point for negotiations.